UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                FORM 10-K
[ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended December 28, 1996
                                    
                                   OR
                                    
[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from     to

Commission file number     1-7348
                                    
                      DYNAMICS RESEARCH CORPORATION
         (Exact Name of Registrant as Specified in Its Charter)
                                    
     Massachusetts                             04-2211809
     (State or Other Jurisdiction of     (I.R.S. Employer Identification No.)
     Incorporation or Organization)
                                    
     60 FRONTAGE ROAD
     ANDOVER, MASSACHUSETTS                       01810-5498
     (Address of Principal Executive Offices)     (Zip Code)
                                    
   Registrant's telephone number, including area code: (508) 475-9090
                                    
       Securities registered pursuant to Section 12(b) of the Act:
                                      Name of Each Exchange on
     Title of Each Class                 Which Registered
            NONE                          NOT APPLICABLE  
                                    
       Securities registered pursuant to Section 12(g) of the Act:
                      COMMON STOCK, $.10 Par Value
                            (Title of Class)



    Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes   X   No      .

                               (Continued)
    Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.   [ ]

    As of March 14, 1997, the aggregate market value of Common Stock
held by nonaffiliates of the Registrant was $42,889,183 and the number
of shares of Common Stock, $.10 par value, of the Registrant outstanding
was 5,698,325.

                   Documents Incorporated By Reference
Portions of the 1996 Annual Report to Shareholders are incorporated by
reference in Parts I and II.  Portions of the Registrant's Proxy
Statement for the 1997 Annual Meeting of Shareholders are incorporated
by reference in Part III.

The Exhibit Index is on pages 25 and 26.
                                    
                                    
                      DYNAMICS RESEARCH CORPORATION
                                Form 10-K
               For the Fiscal Year Ended December 28, 1996

Part I                                                           Page

  Item  1.     Business                                              4

        2.     Properties                                           12

        3.     Legal Proceedings                                    13

        4.     Submission of Matters to a Vote of Security Holders  13

        4A.     Executive Officers of the Registrant                13

Part II
        5.     Market for Registrant's Common Equity and
                  Related Stockholder Matters                       14

        6.     Selected Financial Data                              14

        7.     Management's Discussion and Analysis of Financial
                  Condition and Results of Operations               14

        8.     Financial Statements and Supplementary Data          13

        9.     Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure               15

Part III
        10.     Directors and Executive Officers of the Registrant  16

        11.     Executive Compensation                              16

        12.     Security Ownership of Certain Beneficial Owners
                              and Management                        16

        13.     Certain Relationships and Related Transactions      16

Part IV
        14.     Exhibits, Financial Statement Schedules,
                   and Reports on Form 8-K                          17


                                 PART I

Item 1.  Business

    Dynamics Research Corporation (referred to herein as "DRC" or the
"Company") was organized in 1955 under the laws of the Commonwealth of
Massachusetts.

    The Company is principally engaged in providing a broad range of
technical services including information systems development and
operation, engineering, and management support services to organizations
of the United States Department of Defense (DoD), other agencies of the
U.S. and state governments and commercial companies. The Company also
designs, manufactures and sells digital instruments and precision components
that are primarily used in computer-controlled systems.

Information Systems Development and Operation

    DRC provides systems analysis and programming support primarily to
government customers.  The Company designs, develops, installs,
operates, and maintains custom-engineered data systems.  Systems
developed by DRC gather information electronically from various sources,
organize the data and store it in large databases.  The Company's
systems enable customers to track product location and configuration
and to perform detailed reliability, maintainability, quality assurance,
vendor qualification and cost analyses.  The Company has developed such
systems for transit vehicles, missiles, submarines, surface ships, land
warfare weapons, and aircraft.

    The Company's major DoD information systems programs are sometimes
referred to as logistics information systems. These systems are
essentially product management information systems and involve inventory
requirements and control, maintenance and repair, warranty analysis,
supply, distribution and other functions critical to effective and
economical support of both hardware and software throughout the
system's life.

    For nearly thirty years, the Company has assisted the U.S. Navy's
Fleet Ballistic Missile program office in the design, development, and
operation of inertial systems.  The Company has extensive experience
with the Polaris, Poseidon, and Trident missile guidance systems and
submarine inertial navigation systems.  The Company develops and
maintains performance, reliability, and logistics databases for the
inertial guidance instruments housed in those systems.  These databases
track detailed information on thousands of component parts comprising
the systems.  This information is used by the customer for a wide range
of operating management tasks and decision making.

    Also for the U.S. Navy, the Company provides independent analysis
and monitoring of submarine-based inertial guidance systems and
electronic modules.  The Company's support capabilities include its
Inertial Instrument Test Laboratory, which is equipped for full-scale
performance testing of navigational quality inertial instruments.

    Under contract with the U.S. Air Force, the Company designed,
developed, implemented and operates Tactical Interim CAMS and
REMIS Reporting System (TICARRS).  The TICARRS databases support the operation
of F-15 and F-16 aircraft and provide, upon request by the Air Force user
organizations worldwide, a variety of operational reports.  Data include
results from flight operations and maintenance activities.  Although remote
computer terminals and communications interfaces are an integral part of
the system, the host computer facility and its associated databases are
located at a Company facility.  During 1996, the Company received a
subcontract to participate in the development of the Air Force's
Integrated Maintenance Data System ("IMDS") as a successor to TICARRS
and other existing systems.

    Weapon Systems Management Information System (WSMIS) is a primary
Air Force decision support tool for assessing the impacts of logistics
status on potential wartime capabilities. WSMIS computes inventory
requirements and purchasing needs for high-tech, high-cost aircraft
spare parts to meet aircraft availability requirements.  WSMIS also
controls repair, manufacturing and distribution schedules to meet
customer demands. WSMIS assesses the "health" and capability of the Air
Force's weapon systems to meet wartime objectives.  DRC served as the
overall functional integrator of WSMIS and the developer of certain
WSMIS modules.  Currently, the Company provides operational support for
the system as well as software development modifications and other
changes.

    During 1996, the Company was awarded a contract to implement a
distributed computer-based system for managing child welfare cases handled by
the State of New Hampshire's Department of Health and Human Services.

    In February of 1997, DRC announced the award of a $36 million contract-
$24 million of which is slated for 1997 - to install and maintain computer
hardware and communication systems for the State of Ohio's Department of
Health and Human Services.

    Critical to the development of information systems is the Company's
software development process and related tools.  The Company's approach
to mission-critical software stresses principles of continuous software
quality evaluation and increased visibility throughout the software
development life cycle.  The Company uses commercially available
software development tools and internally developed tools to meet the
needs of software acquisition managers and developers.  The Company has
achieved certification Level II under standards of the Software
Engineering Institute.

    The Company has developed AdaMAT, a software program licensed to both
government and commercial customers, as a tool for an Ada software
engineering environment.  AdaMAT helps Ada users and managers of Ada
development efforts adhere to specific programming practices and program
development goals during coding, testing, and maintenance of the software
by allowing visibility into the quality of the code at any given point in
time.

Engineering and Management Support Services

    The Company increased its research and development efforts during 1995
and 1996 in connection with an object-oriented system and software
development tool which enables developers to build applications using
diagrams.  This tool supports team-based development and includes capabilities
for automated source code and documentation generation.

    During 1996, the Company entered into an agreement with Pacific Bell, a
subsidiary of Pacific Telsis Group, to market, support and enhance Pacific
Bell's telephone fraud control system known as "Sleuth".  The Sleuth system
is used to detect potential fraudulent usage of "alternate billing services"
such as calling cards, and is currently used by five other Regional Bell
Operating Companies (RBOC's) in addition to Pacific Bell.  The Company intends
to enhance the Sleuth system to support the existing Sleuth user group, and to
market the system to other potential users.

    Under various DoD contracts, the Company has performed a variety of
services for its U.S. Government customers to assist them in planning
and managing their large system development programs.  This business
area utilizes a wide range of technical and management skills of Company
personnel to plan, analyze, design, test, support, train, maintain, and
dispose of a variety of complex systems.  Systems include radar, C3I,
missile, aircraft, information, software, munitions, and soldier
protective gear.

    The Company provides support at all stages of a system's life.  In
response to emerging requirements, the Company helps customers define,
develop, and initiate new programs.  The Company also helps customers
obtain program approval, conduct strategic planning, and evaluate
proposals from industry.  After prime contract awards, the Company helps
monitor contractor activities, evaluate progress, and measure
performance against program requirements.

    Under the umbrella of the U.S. Air Force Technical and Engineering
Management Support (TEMS) contract, the Company has supported, among
others, the following programs out of the Air Force Electronic Systems
Center at Hanscom Air Force Base in Massachusetts:

    o    Milstar
    o    Airborne Warning and Control System (AWACS)
    o    Joint Surveillance Target Attack Radar System (JSTARS)
    o    Mission Planning Systems
    o    Cheyenne Mountain Upgrade
    o    U.S. Transportation Command/Air Mobility Command Support
    o    PEACE SHIELD Air Defense System
    o    Airborne Battlefield Command and Control Center
    o    Over-the-Horizon Radar
    o    Theater Battle Management Core Systems (TBMCS)

    DRC served as a prime contractor under the TEMS program from 1984 to
1993. During 1993, the Air Force recompeted the TEMS program.  DRC was a
subcontractor on one of the winning teams, and was subsequently added as
a subcontractor to several of the other winning bidders.  A 1996
acquisition included a prime contract to provide support services under the
TEMS program.

    In 1995, the U.S. Air Force awarded to the Company a 5-year
contract (one year plus four option years) valued, depending on customer
task ordering, at up to $23.7 million.  Under the contract, DRC will
provide technical and engineering services to the U.S. Air Force Air
Logistics Center at Tinker AFB, Oklahoma as well as other Air Force
logistics centers.  Initial tasking under the new contract included
orders to provide independent test and evaluation services of certain
avionics and software under the Air Force B-1B aircraft program.  DRC
has been supporting the B-1B program since 1990.

    In 1996, the Defense Information Systems Agency (DISA) awarded
multiple contracts under its Defense Enterprise Integration Services
(DEIS-II) program.  DRC is a member of the winning Computer Sciences
Corporation team. DEIS-II is an indefinite order, indefinite quantity
program that may be a vehicle for a wide variety of tasks which DRC will
perform for DISA and related agencies. In particular, DRC brings its
experience in Business Process Re-Engineering (BPR), as well as systems
development, integration and migration, to the DEIS-II program.  DRC
also performed as a subcontractor to Computer Sciences Corporation under
the predecessor DEIS contract since 1993.

    The Company supports the DoD in the area of acquisition logistics.
DRC technical staff help customers plan and manage the
implementation of program requirements throughout all phases of the
acquisition process. In 1995, the Company received a five-year contract
(one year plus four option years) to provide logistics modeling and
analysis for the U.S. Air Force Air Staff, with a potential value
depending upon tasking of up to $6.9 million.  The Company also received
a contract from the Federal Aviation Administration for a radar
performance monitoring and analysis system and a contract for
logistics modeling support for the DoD's Joint Advanced Strike
Technology program.  From 1987 to present the Company has provided
acquisition logistics services to the Ballistic Missile Defense
Organization (BMDO).

    The Company combines its expertise in the weapon system acquisition
process with expertise in systems analysis, design, training and
simulation, and human factors to perform human-systems integration and
force analysis.  DRC has provided force analysis support to the Army
Research Laboratory since 1987.  Force Analysis activities are focused
on developing tools that support analysis of soldier and system
effectiveness, identify and assess force improvement options (doctrine,
training, leader development, organization, and material), and ensure
that soldier considerations are addressed in force improvements.  In
1995, DRC won a $22.5 million 5-year contract from the U.S. Army
Research Laboratory to provide analysis, system development and support
in several functional areas, including assessment of manpower, personnel
and training issues, analysis of soldier systems performance, and
integration of methods and databases for use by system designers. Under
the Company's previous contract, begun in 1991, DRC developed a set of
automated manpower and personnel integration analysis tools that are
used to analyze system cost versus performance to help maintain optimal
system performance at an affordable price.  DRC also developed methods
for analyzing training requirements to promote standardized training
across the military services.

    Through its human-systems integration efforts, the Company helps the
military benefit through improved performance and effectiveness, by
matching soldiers to the tasks they must perform; cost and resource
savings, by making soldiers more effective and by automating tasks; and
more effective system design, by documenting relationships of design
options to eventual performance.

    During 1996, the Company was awarded a 4-year U.S. Army contract
valued at approximately $13 million, to apply certain teamwork training
principles developed to improve performance in high pressure
environments, to emergency room settings in civilian and military
hospitals.

    HARDMAN III, a suite of microcomputer-based tools developed by DRC,
estimates a weapon system's manpower and training requirements,
calculating manpower requirements by military specialty, skill level,
pay grade, and maintenance level for every unit within a specified force
structure.  This suite of tools also allows analysts to locate and
distribute system-level requirements to lower-level tasks with
consistency; estimate and set required parameters for personnel quality
constraints that affect job performance; and evaluate contractor designs
on the basis of performance requirements, available maintenance support,
and operator crew sizes. The training model estimates a weapon system's
total course costs, costs per graduate, instructor requirements, and
training man-day requirements.  The HARDMAN software has been used on
over fifteen Army weapon systems.  Recently, the suite of HARDMAN III tools
has been consolidated into a single windows-based application called
"IMPRINT" (Improved Performance Research Integration Tool).

    DRC is a subcontractor to Lockheed Martin on the U.S. Army's Warfighter
2000 Simulation.  WARSIM will provide training for commanders and their
staffs.  DRC is leading the conceptual modeling, MANPRINT, and safety aspects
of the effort.  DRC is also providing system engineering and software
engineering support to the Integrated Development Team.

    DRC is a subcontractor to Lockheed Martin for the Close Combat
Tactical Trainer program (CCTT).  CCTT will simulate Army tank and
mechanized infantry units from vehicle crews to the battalion level.
CCTT will use distributed, interactive simulation technology to provide
a "virtual" training environment.  DRC will conduct all manpower and
personnel integration activities such as training, human factors
engineering, system safety, health hazards, and survivability, and will
develop modules of software for CCTT that generate tactical exercises
and that assess unit performance.

    The Company's Test Equipment Division provides a variety of
research, engineering, and manufacturing services in support of the U.S.
Navy, including test equipment services for the Trident submarine's
inertial gyroscopes, accelerometers, and other components.  Also for the
Navy, the Company has developed an automated system used for the design,
simulation, synthesis, analysis, and verification of integrated
circuits, printed circuit boards, and entire electronic systems.  During
1996, the Company increased its support for the Navy in connection with
the development of new processes for fabricating semiconductors
"hardened" to survive severe environments.

    During 1994, the Company's Systems and Test Divisions competitively
bid and won an Air Force contract to produce a test system for secure
tactical communications devices.  Company systems engineers are
responsible for the integration of commercially available components
with sophisticated software supplied by a subcontractor.  The system
operates with a DEC Alpha workstation.  Future system sales depend on
system performance capabilities as well as cost and customer budget
factors.

    During 1995, DRC was awarded two prime contracts to serve Federal
agencies other than DoD. The first award was from the U.S. Department of
the Treasury to provide information technology support services to the
Internal Revenue Service and other Treasury departments.  The contract
is for one year plus four one-year options with an aggregate ceiling of
$200 million.  The contract may be used for a broad range of information
system development, acquisition support, and other management services.
The Treasury made multiple awards and expects the best technical and
management performing contractors to obtain the highest level of tasking
over the life of the program.  Through the end of 1996, the Company has
achieved approximately   $1.3 million of revenue under this contract.
The second award, from the General Services Administration, permits DRC
to provide a broad range of information technology services including
software management, communications systems support, satellite
communications systems, acquisition support, and system engineering
under the GSA's Federal Systems Integration and Management program
(FEDSIM).  This contract may serve as a vehicle for services to the GSA
as well as other Federal agencies.  

Digital Instruments and Precision Components

    The Company operates two units that produce digital instuments and
precision components for commercial markets, the Encoder Division and
the Metrigraphics Division.  The Encoder Division designs, manufactures
and markets a line of digital encoders used to sense position in 
equipment. These products use optical techniques to convert
motion to digital signals that can then be used to control the speed and
position of devices such as machine tools, computer peripherals,
robotics arms and medical equipment.

    Beginning in late 1992 and continuing through 1993, the Company
invested in a specialized production line and produced a line of
encoders for an automotive industry manufacturing customer.  This line
of encoders is designed into a fuel pump and is used to control fuel
flow and reduce emissions.  Manufacturing on the line commenced in 1993,
became fully operational in 1994 and has continued through 1996.

    The Metrigraphics Division uses photolithographic processes to
manufacture optical discs, scales and reticles that are used for
precision measurement.  Metrigraphics also uses various metal deposition
processes, including electroplating and electroforming, to produce a
variety of precision components.  Products include printheads and
oriface plates used in electronic printers.

    Using a process called electroforming, DRC manufactures precision
components used in inkjet cartridges.  These products are a substantial
portion of the sales of the Metrigraphics Division.  In December 1995, the
Company leased 27,000 square feet in Wilmington, Massachusetts to provide
space for a second electroform production facility. During 1995 and 1996,
approximately $7 million has been incurred for the purchase of production
equipment to expand the Company's electroform capacity.

    The customers for both of these divisions are primarily
manufacturing companies which integrate the Company's components into
their equipment.  Encoder and Metrigraphics engineers work closely with
customer engineers to design and develop prototypes to meet customer
product requirements.  Repeat orders for these customer-designed
components are a significant element of sales.  High quality standards
and competitive unit costs are critical aspects of this business.

United States Government Contracts

    Contracts for the Company's defense services are obtained by
marketing and technical personnel employed by the Company.  The
Company's other products are sold by sales personnel employed by the
Company and sales representatives.

    During 1996, the Company's revenues from contracts with the DoD,
either as prime contractor or subcontractor, accounted for approximately
74% of the Company's total revenues.  The Company's government contracts
fall into one of three categories:  (1) fixed price, (2) time and
materials, and (3) cost plus fixed fee.  Under a fixed price contract,
the customer pays an agreed upon price for the Company's services or
products, and the Company bears the risk that increased or unexpected
costs may reduce its profits or cause it to incur a loss.  Conversely,
to the extent the Company incurs actual costs below anticipated costs on
these contracts, the Company could realize greater profits.  Under a
time and materials contract, the government pays the Company a fixed
hourly rate intended to cover salary costs and related indirect expenses
plus a profit margin. Under a cost plus fixed fee contract, the
government reimburses the Company for its allowable direct expenses and
allowable and allocable indirect costs and pays a negotiated fee.  In
1996, approximately 65% of the Company's government contracts revenue
was under fixed price or time and material contracts, while
approximately 35% of revenue was under costs plus fixed fee contracts.

    During 1996, the Company's U.S. Government business consisted of
approximately 105 separate contracts on 60 different programs.  The
Company's contracts with the government are generally subject to
termination at the convenience of the government; however, the Company
would be reimbursed for its allowable costs to the time of termination
and would be paid a proportionate amount of the stipulated profit
attributable to the work actually performed.  Although government
contracts may extend for several years, they are generally funded on an
annual basis and are subject to reduction or cancellation in the event
of changes in government requirements or budgetary concerns.  If the
U.S. Government curtails expenditures for research, development and
consulting activities, such curtailment might have an adverse impact on
the Company's sales and earnings.

Backlog

    At December 28, 1996, the Company's backlog of unfilled orders was
approximately $73,200,000 compared with $61,284,000 at December 30,
1995.  The Company expects that substantially all of its backlog on
December 28, 1996 will be filled during the year ending December 31,
1997.  The Company has a number of multi-year contracts with agencies of
the U.S. Government on which actual funding generally occurs on an
annual basis.  The Company's business does not have seasonal
characteristics but a portion of its funded backlog is based on annual
purchase contracts, and the amount of funded backlog as of any date can
be affected by the timing of order receipts and deliveries thereunder.

Competition

    The Company competes with both domestic and foreign firms, including
larger diversified companies and smaller specialized firms.  The U.S.
government's own in-house capabilities are also, in effect, competitors
of the Company because various agencies perform certain types of
services which might otherwise be performed by the Company.  The
principal competitive factors for defense services are price,
performance, technical competence and reliability.  In addition, in the
commercial business, the Company also competes with other manufacturers
of encoders, electroform vendors and suppliers of precision measurement
scales.  The principal competitive factors effecting the precision
components manufacturing business are price, product quality and custom
engineering to meet customer system requirements.

Research and Development

    The Company expended approximately $2,702,000 (inclusive of overhead
and other indirect costs) on new product and service development during
the year ended December 28, 1996, as compared to expenditures of
$1,949,000 during 1995 and $224,000 during 1994.

Raw Materials

    Raw materials and components are purchased from a large number of
independent sources and are generally available in sufficient quantities
to meet current requirements.

Environmental Matters

    Compliance with federal, state and local provisions relating to the
protection of the environment has not had and is not expected to have a
material effect upon the capital expenditures, earnings or competitive
position of the Company.

Employees

    At December 28, 1996, the Company had 1,349 employees.

Proprietary Information

    Patents, trademarks and copyrights are not materially important to
the business of the Company.  The United States Government has certain
proprietary rights in processes and data developed by the Company in its
performance of government contracts.

Item 2.  Properties

    The Company leases offices and other facilities, totaling
approximately 231,000 square feet, which are utilized for its defense
services, manufacturing and warehousing operations as well as its
marketing and engineering offices.  The Company has manufacturing and
office space in Wilmington, Massachusetts under three leases totaling
113,000 square feet, expiring in 2000, with options to the year 2005.
The remaining leased facilities consist of offices in 24 locations
across the United States.  The Company owns a 135,000 square foot
facility in Andover, Massachusetts.  This building was purchased in 1993
and is utilized for its defense service operations and corporate
administrative offices.

    The Company's total rental cost for 1996 was $2,014,000.

    The Company believes its properties are adequate for its present
needs.  See Note 8 to the Consolidated Financial Statements included in
the Company's 1996 Annual Report to Shareholders for a description of
the Company's lease obligations.

Item 3.  Legal Proceedings

    The Company is not a party to any material litigation.

Item 4.  Submission of Matters to a Vote of Security Holders

    No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.

Item 4A.  Executive Officers of the Registrant

    The following is a list of the names and ages of the executive
officers of the Company indicating all positions and offices held by
each person and each person's principal occupations or employment during
the past five years.  The executive officers were elected by the Board
of Directors and will hold office until the next annual election of
officers and their successors are elected and qualified, or until their
earlier resignation or removal by the Board of Directors.  There are no
family relationships between any executive officers and directors.

                             Years of
                       Age   Service    Position

John S. Anderegg, Jr.   73       42     Chairman

Albert Rand             70       37     President and Chief Executive Officer

John L. Wilkinson       57       15     Vice President,  Human Resources

Douglas R. Potter       46        3     Vice President of Finance,
                                         Chief Financial Officer

    Each of the persons named above has served in the position indicated
for more than five years, with the exception of Douglas R. Potter.  Mr.
Potter was appointed Vice President of Finance and Chief Financial
Officer in November 1993. He was Vice President, Treasurer, and Chief
Financial Officer of SofTech, Inc. of Waltham, Massachusetts from 1990
to 1993.
                                    
                                    
                                 PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder
Matters

    The common stock of Dynamics Research Corporation is traded on the
NASDAQ National Market under the symbol (DRCO).

    The high and low bid prices for the quarters in 1995 and 1996 and
the number of holders of record of the Company's common stock are
described in the Company's Annual Report to Shareholders for 1996 under
the caption "Stock Prices" and "Number of Shareholders," and such
information is incorporated herein by reference.

    In September 1984, the Board of Directors indicated its intention
not to declare cash dividends to preserve cash for the future growth and
development of the Company. The Company did not declare any cash
dividends between 1984 and 1996 and does not anticipate doing so for the
foreseeable future.

Item 6.  Selected Financial Data

    The section entitled, "Five Year Summary of Selected Financial Data"
in the Company's Annual Report to Shareholders for 1996 is incorporated
herein by reference.

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

    The section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's Annual
Report to Shareholders for 1996 is incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

    The following financial statements are filed as part of this Annual
Report:

     Report of Independent Public Accountants
     
     Consolidated Balance Sheets at December 28, 1996, December 30, 1995
     and December 31, 1994
     
     Consolidated Statements of Operations for the three years ended
     December 28, 1996
     
     Consolidated Statements of Shareholders' Investment for the three
     years ended December 28, 1996
     
     Consolidated Statements of Cash Flows for the three years ended
     December 28, 1996
     
     Notes to Consolidated Financial Statements
     
    (The consolidated financial statements and related notes listed
above are incorporated by reference to the Company's Annual Report to
Shareholders for the year 1996.)
     
     Report of Independent Public Accountants on Schedules to
        Consolidated Financial Statements
     
     Schedule VIII    - Valuation and Qualifying Accounts for the three
        years ended December 28, 1996
     
     The foregoing schedule is included as part of Item 14 of this
        Annual Report on Form 10-K
     
    All other financial statements and schedules have been omitted
because the information required to be submitted has been included in
the financial statements and related notes or they are either not
applicable or not required under the rules of Regulation S-X.

    Quarterly financial data presented on page 11, and Management's
Discussion and Analysis of  Financial Condition and Results of
Operations presented on pages 12-14, of the Company's Annual Report to
Shareholders for the year 1996, are also incorporated herein by
reference.  With the exception of the portions listed in the above
index, the Annual Report referred to above is not to be deemed filed as
part of the financial statements.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
   Financial Disclosure

    Not applicable.


                                PART III


Item 10.  Directors and Executive Officers of the Registrant

    Information with respect to Directors of the Registrant in the
section entitled "Election of Directors" in the Company's definitive
proxy Statement for the 1996 Annual Meeting of Stockholders, which will
be filed with the Securities and Exchange Commission within 120 days
after the close of the fiscal year ended December 28, 1996, is
incorporated herein by reference.

    Information relating to the Executive Officers of the Company is
included in Item 4A of Part I of this Form 10K.

    Mr. Albert Rand, president and chief executive officer reported on form 5
the sale of shares of the Company's Common Stock during 1996 for which
form 4 was inadvertently not filed.

Item 11.  Executive Compensation

    Information called for by this item is incorporated by reference
from the section entitled "Compensation and Related Matters" in the
Company's definitive Proxy Statement for the 1996 Annual Meeting of
Stockholders, which will be filed with the Securities and Exchange
Commission within 120 days after the close of the fiscal year ended
December 28, 1996.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

    Information called for by this item is incorporated by reference
from the sections entitled "Common Stock Ownership of Certain Beneficial
Owners and Management" in the Company's definitive Proxy Statement for
the 1996 Annual Meeting of Stockholders, which will be filed with the
Securities and Exchange Commission within 120 days after the close of
the fiscal year ended December 28, 1996.

Item 13.  Certain Relationships and Related Transactions
                                    
    Not applicable.






                                 PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

    (a)   (1) and (2) Financial Statements and Schedules - See Item 8.

    (a)   (3) Exhibits.  The exhibits that are filed with this Form 10-K,
              or that are incorporated herein by reference, are set
              forth in the Exhibit Index, which appears in Part IV of this
              report on pages 24 and 25.

    (b)   Reports on Form 8-K.

          No reports on Form 8-K were filed by the Company during the
          last quarter of fiscal 1996.

          REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES
                  TO CONSOLIDATED FINANCIAL STATEMENTS





To Dynamics Research Corporation:

    We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in Dynamics
Research Corporation's annual report to shareholders incorporated by
reference in this Form 10-K, and have issued our report thereon dated
February 7, 1997.  Our audit was made for the purpose of forming an
opinion on those statements taken as a whole.  The schedule listed in
the accompanying index is the responsibility of the company's management
and is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial
statements.  This schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.





                              ARTHUR ANDERSEN LLP





Boston, Massachusetts,
February 7, 1997
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                                         Exhibit 99

         IMPORTANT FACTORS REGARDING FORWARD-LOOKING STATEMENTS


The following factors, among others, could cause the Company's actual
results and performance to differ materially from those contained in
forward-looking statements made in this report and presented elsewhere
by or on behalf of the Company from time to time.

Uncertainties as to Department of Defense and Other Federal Agency
Budgets

     The Company has historically derived a substantial portion of its
revenue from contracts and subcontracts with the Government, and
currently more than 74% of the Company's revenue is derived from the
Department of Defense business. During the past, the Company's defense
business has been adversely affected by significant changes in defense
spending.  Overall U.S. defense budgets have been declining, and the effects
of this general decline and attendant increased competition within the
consolidating defense industry is expected to continue.  Funding limitations
could result in a reduction, delay, or cancellation of existing or
emerging programs.  These factors, among others, have reduced the
Company's revenue and operating margins on its defense contracts in
recent fiscal periods.  The Company anticipates that competition in all
defense-related areas will continue to be intense and that, accordingly,
there will be continued significant competition when the Company's
defense contracts are rebid and continued significant competitive
pressure to lower prices, which may reduce profitability in this area of
the Company's business.  Any reduction in the level or profitability of
the Company's defense business, if not offset by new commercial business
or other business with the federal government, will adversely affect the
Company's business, financial condition and results of operations.

     A significant portion of the Company's government contracts are
renewable on an annual basis, or are subject to the exercise of
contractual options.  Also, multi-year contracts often require funding
actions by the Government on an annual or more frequent basis.  As a
result, the Company's business could experience material adverse
consequences should the Government budget not include funds required to
sustain the programs under which DRC operates.

Government Contracting Risks

     A significant portion of the Company's government contracts are of
a time and materials nature, with fixed hourly rates that are intended
to cover salaries, benefits, other indirect costs of operating the
business and profit.  The pricing of such contracts is based upon
estimates of future costs and assumptions as to the aggregate volume of
business that the Company will perform in a certain business division or
other relevant unit.  For long term contracts, the Company must estimate
the costs necessary to complete the defined statement of work and
recognize revenues or losses in accordance with such estimates.
However, actual costs may vary materially from the estimates made from
time to time, necessitating adjustments to reported revenue and net
income.  Underestimates of the costs associated with a project would
adversely affect the Company's overall profitability and could have a
material adverse effect on the Company's business, financial condition
and results of operations.

     Governmental awards of contracts are subject to regulations and
procedures that permit formal protests by losing bidders.  Such protests
may result in significant delays in the commencement of expected
contractual effort, or the reversal of a previous award decision, which
could have a material adverse effect on the Company's business,
financial condition and results of operations.

     Because of the complexity and scheduling of contracting with the
government, from time to time costs are incurred in advance of
contractual funding by the government.  In some circumstances, such
costs may not be recovered in whole or in part under subsequent
Government contractual actions.  Failure to collect such amounts may
have material adverse consequences on the Company's business, financial
condition and results of operations.

     Costs incurred in connection with government contracts are
generally subject to after-the-fact audits.  Such audits may result in
material disallowances, which could have an adverse effect on the
Company's  business, financial condition and results of operations.

     A substantial portion of the Company's government contracting
business is as a subcontractor.  In such circumstances, the Company
generally bears the risk that the prime contractor will meet its
performance obligations to the government under the prime contract and
that the prime contractor will have the financial capability to pay the
Company amounts due under the subcontract.  The inability of a prime
contractor to perform or make required payments could have a material
adverse effect on the Company's business, financial condition and
results of operations.

     The Government has the right to terminate contracts for
convenience.  In such a termination, the Company would generally recover
costs incurred up to termination, costs required to be incurred in
connection with the termination, and a portion of the fee earned
commensurate with the work performed to termination.  However,
significant adverse effects on the Company's indirect cost pools may not
be recoverable in connection with a termination for convenience.  Contracts
with state and other governmental entities are subject to the same or
similar risks.

Dependence or Key Personnel

     The Company is dependent on its key technical personnel.  In
addition, certain technical contributors may have specific knowledge and
experience related to various Government customer operations that would
be difficult to replace in a timely fashion.  The loss of the services
of key personnel could have a material adverse effect on the Company's
ability to perform required services under certain contracts, or to
retain such business after the expiration of the current contract, or to
win new business where certain personnel have been identified as key
personnel in the proposal, any of which could have a material adverse
effect on the Company's business, financial condition and results of
operations.




Competition

     The government contracting business is subject to intense
competition, both technical and pricing, from numerous companies, many
of which have significantly greater financial, technical and marketing
resources than the Company.

     Competition in the market for the Company's commercial products is
also intense.  There is a significant lead time for developing such
business, and it involves significant capital investment including
development of prototypes and investment in manufacturing equipment.
The Company's precision products business has a number of competitors,
many of which have significantly greater financial, technical and
marketing resources than the Company.

Risks Associates with New Markets and New Products

     In its efforts to enter new markets, including government agencies
other than the Department of Defense and commercial markets, the Company
faces significant competition from other companies that have prior
experience with such potential customers as well as significantly
greater financial, technical and marketing resources than the Company.
As a result, the Company's efforts to enter such new markets may be
unsuccessful or may not achieve the level of success sought by the
Company.

     The Company has announced software products for commercial markets.
There is no assurance that the Company's software products will meet
with market acceptance or that the Company will be able to compete in
the development and distribution of such products with competitors that
have significantly greater resources and experience.

Concentration of Customers

     Within the Department of Defense, individual services and program
offices account for a significant portion of the Company's government
business.  Two customers account for a significant portion of the
revenue of the Company's commercial manufacturing divisions.  No
assurance can be provided that any of these customers will continue as
such or will continue at current levels.  A decrease in orders from
these customers would have an adverse effect on the Company's
profitability, and the loss of any large customer could have a material
adverse effect on the Company's business, financial condition and
results of operations.
     
Risk of Product Claims

     The Company's precision manufactured products are generally
designed to operate as important components of complex systems or
products, and defects in DRC products could cause the customer's product
or systems to fail or perform below expectations.  Like other
manufacturing companies, the Company may be subject to claims for
alleged performance issues relating to its products.  There can be no
assurance any such claims, if made, will not have a material adverse
effect on the Company's business, financial conditions or results of
operations.



Risk of Economic Events Effecting the Company's Business Segments

     Certain of the Company's precision products are components of
commercial products. Factors that affect the production and demand for
such products, including economic events, competition, technological
change and productions stoppages, could adversely affect demand for the
Company's products.  Certain of the Company's products are incorporated
into capital equipment, such as machine tools and other automated
production equipment, used in the manufacture of other products.  As a
result, this portion of the Company's business may be subject to
fluctuations in the manufacturing sector of the overall economy.  An
economic recession could have a material adverse effect on the rate of
orders received by the commercial divisions.  Significantly lower
production volumes resulting in under-utilization of the Company's
manufacturing would adversely affect the Company's profitability.

Technological Change

     The Company's knowledge base and skills in the Government
contracting area are sophisticated and involve areas in which there have
been and are expected to be significant technological change.  There is
no assurance that the Company will continue to be able to offer services
that satisfy its customers' requirements at a competitive price.  Many
of the Company's products are incorporated into sophisticated machinery,
equipment or electronic systems.  Technological changes may be
incorporated into competitor's products that may adversely affect the
market for the Company's products.  Further, there can be no assurance
that the Company's research and product development efforts will be
successful and result in new or improved products that may be required
to sustain the Company's market position.

Uncertainty of Future Financing

     Although the Company has no immediate plans to raise additional
capital, it may in the future need to raise additional funds through
public or private debt or equity financings.  There can be no assurance
that any such funding will be available or of the terms or timing of any
such funding.


                               SIGNATURES

    Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  March 21, 1997

     DYNAMICS RESEARCH CORPORATION


     by:       /s/ Albert Rand
     Albert Rand, President
     (Principal Executive Officer)


    Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on the 21st of March,
1997.



     /s/ Albert Rand
     Albert Rand     Director, President, Chief Executive Officer


     /s/ Douglas R. Potter
     Douglas R. Potter     Vice President of Finance, Chief Financial
     Officer (Principal Financial and Accounting Officer)


     /s/ John S. Anderegg, Jr.
     John S. Anderegg, Jr.     Director, Chairman


     /s/ Francis J. Aguilar
     Dr. Francis J. Aguilar     Director


     /s/ Thomas J. Troup
     Thomas J. Troup     Director


     /s/  James P. Mullins
     Gen. James P.Mullins     Director

                              SCHEDULE VIII

             DYNAMICS RESEARCH CORPORATION AND SUBSIDIARIES
                                    
                    VALUATION AND QUALIFYING ACCOUNTS

               FOR THE THREE YEARS ENDED DECEMBER 28, 1996

                        (in thousands of dollars)

            ALLOWANCE FOR DOUBTFUL ACCOUNTS AND SALES RETURNS


Balance, December 25, 1993                         $418
 Additions charged to expense                       222
 Write-off of uncollectible accounts, net           (54)
 
Balance, December 31, 1994                         $586
 Additions charged to expense                        (2)
 Write-off of uncollectible accounts, net          (182)

Balance, December 30, 1995                         $402
 Additions charged to expense                       (54)
 Write-off of uncollectible accounts, net            (8)

Balance, December 28, 1996                         $340

                              EXHIBIT INDEX

3.0  Certificate of Incorporation and By-Laws.

     3.1  Restated Articles of Organization dated May 22, 1987.
        (Incorporated by reference to the Registrant's Form 10-Q for
        the quarter ended 6/13/87)
        
     3.2  By-Laws dated May 22, 1987.  (Incorporated by reference to
        the Registrant's Form 10-Q for the quarter ended 6/13/87)
        
     4.0  Instruments defining the rights of security holders, including
        indentures.

     4.1  Common stock certificate.
        
     4.2  Preferred stock certificate.
        
     4.3  Rights Agreement dated as of July 14, 1988 ("Rights
        Agreement") between the Company and American Stock Transfer &
        Trust Company, as Rights Agent.* (Incorporated by reference to
        the Registrant's Form 8-K on July 14, 1988)
        
     4.4  Rights Agreement Amendment No. 1 dated as of September 6,
        1989.* (Incorporated by reference to the Registrant's Form 8-K
        on September 12, 1989)
        
    10.0  Material Contracts
     
    10.1  Amended 1983 Stock Option Plan.  (Incorporated by reference
        to the Registrant's Form 10-K for the year ended 12/27/87)
     
    10.2  1993 Equity Incentive Plan.  (Incorporated by reference to
        the Registrant's Form 10-Q for the quarter ended 6/12/93)
     
    10.3  1995 Stock Option Plan for non-employee directors.
        (Incorporated by reference to the Registrant's Form 10-K for
        the year ended 12/31/94)
     
    10.4  Form of Dynamics Research Corporation Indemnification
        Agreement  for Directors.  (Incorporated by reference to the
        Registrant's Form 10-K for the year ended 12/28/91)
     
    10.5  Form of Dynamics Research Corporation Severance Agreement for
        Messrs. Anderegg and Rand.  (Incorporated by reference to the
        Registrant's Form 10-K for the year ended 12/28/91)
     
    10.6  Dynamics Research Corporation Deferred Compensation Plan for
        Non-Employee Directors.  (Incorporated by reference to the
        Registrant's Form 10-K for the year ended 12/28/91)
     
    10.7  Mortgage Agreement dated February 5, 1993 between Dynamics
        Research Corporation and ABN AMRO Bank, N.V.  (Incorporated by
        reference to the Registrant's Form 8-K on May 5, 1993)
     
    13.0  Annual Report to security holders, Form 10-Q or quarterly reports
        to security holders.

    13.1  The Company's Annual Report to Shareholders for the year
        ended December 28, 1996 filed herewith with the exception of
        the information incorporated by reference in parts I, II and IV
        of this Form 10-K is not deemed to be filed as part of this
        report.
     
    23.0  Consents of experts and counsel

    23.1  Consent of Independent Accountants (Arthur Andersen LLP)
        dated March 26, 1997 filed herewith.
      
    99.0  Important Factors Regarding Forward-Looking Statements.

    *     Management contract of compensatory plan or arrangement.